Paramount Global (PARA) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Global [ PARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (obligation to sell)	$15	12/27/2023		S			700,000(1)(2)	12/27/2028	12/27/2033	Class B Common Stock	700,000	(1)(2)	0(1)(2)	I	By NAI(3)

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sumner M. Redstone National Amusements Part B General Trust

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

Explanation of Responses:

1. On May 31, 2023, National Amusements, Inc. ("NAI") sold certain shares of Series A Senior Preferred Stock of NAI, together with one warrant to purchase from NAI up to 3.5 million shares of Class B common stock of Paramount Global, for total consideration of $125 million pursuant to a senior preferred purchase agreement (the "Purchase Agreement") by and between NAI and BDT Columbia Holdings, LLC ("BDT"), dated as of May 25, 2023. On September 7, 2023, pursuant to the Purchase Agreement, NAI sold additional shares of Series A Senior Preferred Stock of NAI and issued one additional warrant to BDT to purchase from NAI up to 700,000 shares of Class B common stock of Paramount Global, for additional consideration of $25 million. (Continued in Footnote 2)

2. (Continued from Footnote 1) On December 27, 2023, pursuant to the Purchase Agreement, NAI sold additional shares of Series A Senior Preferred Stock of NAI and issued one additional warrant to BDT to purchase from NAI up to 700,000 shares of Class B common stock of Paramount Global, for additional consideration of $25 million.

3. The Sumner M. Redstone National Amusements Part B General Trust (the "Continuing Trust") owns 80% of the voting stock of NAI. Subject to certain exceptions, actions by the Continuing Trust are authorized by a vote of a majority of the trustees. The shares owned directly and indirectly by NAI may also be deemed to be beneficially owned by the Continuing Trust.

	/s/ Tad Jankowski, Vice President, National Amusements, Inc.	01/03/2024
	/s/ Tad Jankowski, Trustee, Sumner M. Redstone National Amusements Part B General Trust	01/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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